8-KMaterial AgreementsExhibits & Filings

CURTISS WRIGHT CORP 8-K Report, Material Agreement (Feb 3, 2005)

Filed February 3, 2005For Securities:CW

Summary

Curtiss-Wright Corporation (CW) has filed an 8-K detailing a significant corporate restructuring through a merger and recapitalization agreement dated February 1, 2005. The company will merge with its newly formed subsidiary, CW Merger Sub, Inc., with Curtiss-Wright continuing as the surviving entity. This transaction aims to simplify the company's capital structure by consolidating its Common Stock and Class B common stock into a single class of common stock on a one-for-one basis. This restructuring is subject to shareholder approval at the annual meeting on April 29, 2005, and a crucial IRS ruling to maintain the tax-free status of a prior distribution from Unitrin, Inc. Investors should monitor the outcome of the shareholder vote and the IRS ruling, as these are key conditions for the completion of the merger. The press release and merger agreement are available as exhibits for a more detailed understanding of the transaction's terms.

Key Highlights

  • 1Curtiss-Wright Corporation is undergoing a merger and recapitalization with its subsidiary, CW Merger Sub, Inc.
  • 2The transaction will consolidate existing Common Stock and Class B common stock into a single class of common stock.
  • 3Shares will be exchanged on a one-for-one basis.
  • 4Shareholder approval is required at the annual meeting scheduled for April 29, 2005.
  • 5The merger is contingent on a supplemental IRS ruling to preserve the tax-free status of a 2001 Unitrin, Inc. distribution.
  • 6The company requested the IRS ruling on January 11, 2005.
  • 7The Agreement and Plan of Merger and Recapitalization and a press release are filed as exhibits.

Frequently Asked Questions

The primary purpose is to simplify Curtiss-Wright's capital structure by consolidating its two classes of common stock (Common Stock and Class B common stock) into a single class of common stock.

The transaction requires the approval of a majority of the holders of both classes of stock, voting as a single class, and a favorable supplemental ruling from the Internal Revenue Service confirming that the merger will not impact the tax-free treatment of a 2001 distribution made by Unitrin, Inc.

The merger agreement will be presented to stockholders for approval at the upcoming annual meeting of stockholders, scheduled for April 29, 2005.

The shares of Common Stock and Class B common stock will be exchanged for shares of the new single class of common stock on a one share-for-one share basis.